Matt Chesler - Vice President, Investor Relations Scott Kauffman - Chairman and Chief Executive Officer David Doft - Chief Financial Officer

James Dix - Wedbush Securities Bill Bird - FBR Tom Eagan - Telsey Advisory Group Dan Salmon - BMO Capital Markets Blake Nelson - Wells Fargo Securities David Bank - RBC Capital Markets Tracy Young - Evercore ISI Richard Tullo - Albert Fried & Co. Barry Lucas - Gabelli and Company Eugene Fox - Cardinal Capital Management

Good afternoon, and thank you for joining the MDC Partners' 2015 third quarter conference call. On the call today from MDC are Chairman and CEO, Scott Kauffman; and CFO, David Doft.

During the call, we'll refer to forward-looking statements and non-GAAP financial data. As we all know, forward-looking statements about the company are subject to uncertainties referenced in the cautionary statement included in our earnings release and slide presentation and are further detailed on the company's Form 10-K and subsequent SEC filings.

For your reference, we posted an investor presentation to our website. We also refer you to this afternoon's press release and slide presentations for definitions, explanations and reconciliations of non-GAAP financial data.

And now, to start the call, I'd like to turn it over to our Chairman and CEO, Scott Kauffman.

Thank you, Matt. And good afternoon, everyone, and thanks for taking the time to join us today.

My excitement for MDC continues to grow, as I spend more time with our talented agency partners and strong management team. The last 15 weeks have been an affirmation of my decision to sign on as MDC's CEO.

And over the last few weeks, I've had the opportunity to participate in the 2016 strategic planning meetings with most of our partner agencies. And while there are still a few more to go in the coming days, I'd like to share with you some initial impressions.

First, this is a business that's built to win, a billion dollar platform with significant runway for growth. We have in place the right group of agencies, led by the right people; brilliant, creative entrepreneurs, to help brands solve their business problems and create value in this increasingly complex post-digital age.

Second, MDC has always been about the talent, great talent. The planning sessions have allowed me to spent time in our partners' offices, meeting with their current and next-generation leadership, reviewing their remarkable case studies and discussing their visions for the further.

It's been an inspiring reminder of why MDC has been able to gain significant market share, outgrow our competitors and drive an accelerating number of new business wins over the last few years that continues to this day. Third, given my experience in the technology sector in ad tech and analytics, specifically, I understand and fully appreciate how technology can expedite business practices and drive transformational results.

But it will never replace what great agencies provide for their client's, insight, strategy, understanding of consumer behavior, the ability to comprehend the challenges and leverage the opportunities that the digital age has brought forward and creativity. The creativity to engage consumers and differentiate brands in the minds of prospects and customers.

It's why advertising exist in the first place, and technology only makes it more powerful. MDC is clearly defining the future of this industry by building client campaigns that unite creativity and technology.

In my travels to our partner agencies, I've seen marketing solutions that deploy mobile, social media, gaming, short and long-form content, native advertising, television, online video, virtual reality, voice and facial recognition, 3D printing, face-to-face interaction, product integration, product invention, outdoor, and yes, even print. The innovation is staggering and the ability to incorporate the best and latest is what truly makes the difference.

MDC's heritage of investing in digital and technology capabilities organically, alongside creativity at the core of its agencies, continues to be one of its greatest differentiators and will remain a priority going forward. What's also great about working with entrepreneurs is watching how they apply their ambition within the MDC network.

Our agency leaders aspire to greatness, which is why they partnered with MDC in the first place, rather than simply selling to a buyer. For some, it's a focus on collaboration with other partners in the MDC family; and for others, it's a focus on international expansion.

Our market share in the U.S. is roughly 3%, but it's only about 1% globally.

So our expansion in the U.K., Scandinavia, The Netherlands, China, Singapore, Thailand, Brazil and India means that we're now well-positioned to increasingly win global assignments. And the best, most recent, example of that was announced yesterday with American Airlines, awarding its global advertising account to Crispin Porter & Bogusky.

A great win of an iconic showcase brand. This of course is a follow-up to CPB's Infiniti win and others across the MDC Global Network this year, such as Johnnie Walker at Anomaly and Adidas at 72andSunny.

Collaboration between our agencies is also a top priority and our planning meetings have given me the perfect opportunity to fully appreciate the vast incremental potential these initiatives can provide. Virtually all of our partners have core specialized expertise and there are great opportunities for collaboration, as clients look to partner with multiple MDC agencies to develop a customized model to grow their business.

One client example that struck me is Seventh Generation, the environmentally-friendly healthful products manufacturer, which just finished consolidating all of its business within our portfolio. We began our relationship with programmatic media from Varick Media Management.

Expanded to lead their public relations efforts with Allison & Partners. And then expanded the relationship further, based on the client's growing needs and social media, and then creative advertising with 72andSunny.

Our growing relationship with Seventh Generation now encompasses social, advertising, branding, public relations and most recently media with the addition of the Media Kitchen, as media agency of record. The more of our partners' agencies that we have working with the client, the more we can help them drive results and the more revenue we can generate for all of MDC.

The best illustration of this is that our top 10 clients work on average with nearly four partner agencies each, so we have substantial opportunity with the other 1,500 clients in the portfolio. What's clear to us is that we continue to have runway for significant growth by focusing on global opportunities that leverage our emerging international footprint, scaling our modern media services offering, pursuing a targeted and highly strategic acquisition strategy and allocating capital to additional organic growth initiatives that back the leadership of our current successful partners.

With that, let's quickly discuss our achievements from the quarter and year-to-date. For the quarter, adjusted EBITDA increased 25% year-over-year to $53.5 million, with strong incremental margin on pace and on plan, mostly due to the new business successes we've had, and despite some cleanup and restructuring costs that we have begun to take at MDC corporate and across the network that were not in our original plan.

We posted organic growth of 5.7%, which included a large decrease in billable pass-through costs that reduced the headline growth rate that we report to you by roughly 400 basis points, while our underlying fee revenue net of this impact actually accelerated in the quarter. And David will have more details on this in just a minute.

Adjusted EBITDA available for general capital purposes increased 100% year-over-year to $30.9 million, clearly demonstrating the high conversion of our capital efficient model. And net new business was $34 million, which is also an acceleration from the prior quarters.

Notable recent wins that we can disclose publicly include on the creative side, Coors Banquet and Coors Light, Gordon's gin and Lyst, the fashion e-commerce platform. On the media side, I am pleased that our offering is gaining traction and winning assignments, including Amazon's Audible unit, Travelocity and a large regional retailer.

Year-to-date, we've executed well, both financially and operationally. We've grown revenue organically by 7.1%, tops again in the sector, even though it was reduced by roughly 170 basis points due to the billable pass-through cost dynamic I just mentioned.

We won $89 million of net new business on top of a record performance last year, as there is hardly a creative new business pitch we're not getting invited to, now that we've scaled our capabilities, and we're winning more often than not. This gives us strong visibility on revenue growth in the coming quarters.

We extended our relationship with several agencies, demonstrating that our partners are motivated by a long-term enduring commitment with us. And believe that we are instrumental in working with them to accelerate their growth and build their businesses in new and more innovative ways.

We entered into strategic partnerships with best-in-class firms. Y Media Labs is a great example.

A top-tier mobile strategy agency delivering mobile-first end-to-end solutions across all major platforms for clients such as Apple, EMC and PayPal. We're already leveraging Y Media Labs, which has 100 developers in India, to bring Gale Partners into the market, further tapping the talent pool of great engineers, technologists and data scientists there.

And we're generating strong cash flow that is sufficient to satisfy our dividend, invest behind our partners and continue our M&A strategy, while keeping us on track to achieve our goal of deleveraging to 2.5x. MDC is an extremely strong business and our success this year only bolsters my confidence in the future.

Regarding the SEC investigation, it remains ongoing and we continue to fully cooperate. Now, my preference would be tell you everything that's transpired to date and where things currently stand.

But we're limited by what we can say publicly. As you know, my predecessor resigned during the third quarter and there was some financial and accounting impact, resulting from his departure and amounts repaid to the company for expenses and prior bonuses.

David will review the financial impact of these items, as the special committee has finalized its internal review of expenses and payments. I appreciate your understanding and patience here.

And now, it's my pleasure to turn the call over to our CFO, David Doft.

Thank you, Scott, and good afternoon. As Scott highlighted, we had a strong third quarter, which illustrated the acceleration and adjusted EBITDA growth that we have expected and previously communicated in our Investor Calls this year.

We have strong topline momentum and multiple levers to expand profitability over the coming years. And we are managing our capital prudently in order to balance our investment objectives and balance sheet obligation.

There are several items this quarter that I wanted to address regarding our financial performance. The first is revenue growth.

Reported revenue increased 6.1% versus last year, with organic growth of 5.7%; acquisition growth of 3.4%, offset by a foreign currency exchange headwind of 2.9%, primarily due to the weaker Canadian dollar. But importantly, our mix of programs this year, largely in our experiential and promotions businesses included significantly lower billable pass-through costs, a year-over-year decline of nearly $7 million, in fact.

And this reduced our organic revenue growth rate for the overall company by roughly 400 basis points in the quarter. These pass-through costs are generally without markup and thus have zero impact on profitability, but sometimes can impact the overall GAAP revenue recorded.

This dynamic was especially true in the Performance Marketing Services segment, which saw an 11.4% organic decline on a GAAP or gross basis, but was close to flat on a net basis. Second is profitability.

Adjusted EBITDA of $53.5 million increased 25% over last year, with margins up 240 basis points to 16.3%, a strong result. We were successfully able to recognize incremental revenue from recent new business with very high flow-through.

This was partially offset by actions we are taking, such as closing our Toronto corporate office and streamlining staff. We are continuing to implement additional actions before yearend, which have near-term cost, but solid long-term financial benefit, as we set ourselves up for superior financial performance in 2016 and beyond.

Third is cash. We did end the quarter with $85 million drawn on the revolver.

Our cash use increased this quarter largely due to the timing of flows in our expanding media business. Seasonal volatility in working capital is a function of a growing media buying business.

So on average, it should be additive to our balance sheet over the course of the year. Now, while Q3 was an outflow, on a year-to-date basis we are tracking to our internal model for the year and consistent with industry norms, as you can calculate from our closest peers.

And importantly, we believe it will reverse in the fourth quarter, which should allow us to end the year out of the revolver and with a healthy cash balance. The larger our media buying business becomes, the more successful we are, the more the seasonality of our working capital should look like our peers.

And fourth, another aspect of our balance sheet that I'd like to call out, relates to our earn-out obligations and minority interest. You'll notice that there was a large reduction of redeemable non-controlling interest and a corresponding increase of deferred acquisition consideration, due to the previously disclosed 72andSunny transaction that was completed during the quarter.

This is simply a normal course shift from one part of the ledger to another, as we move through the lifecycle of our deals and execute the put/calls. As is customary, there will be additional detail in our 10-Q, showing changes to these balance sheet items.

As we have done in prior quarters this year, I'd now like to walk through the financial impact to MDC, as a result of the work of the special committee of MDC's Board of Directors and the CEO transition. First, during the quarter the company incurred legal and other costs of $2.7 million, as a result of the special committee's review and SEC investigation.

We are pursuing our insurance claim under D&O policy in an effort to recoup a significant portion of the legal fees incurred. Second, we booked $6.9 million of net termination expenses related to our former CEO and former Chief Accounting Officer.

This primarily related to the portion of unaccrued bonuses not being reclaimed, as part of the bonus callback per the respective separation agreements. Going forward, there is a total of $10.7 million remaining to be repaid to the company between now and the end of 2017, pursuant to these separation agreement.

Third, these two items were partially offset by a one-time gain of $1.9 million related to the repayment of additional moneys that were improperly paid to an affiliate of our former CEO, and which had previously been disclosed and expensed through in P&L. The net of these current amounts is $7.8 million and has been excluded from our adjusted EBITDA calculation.

So you can see the trends in our underlying business. Finally, as part of the finalization of the internal investigation by the special committee, this month our former CEO has repaid an additional $800,000.

Turning to our outlook. While there are a number of moving parts, our financial performance continues to track in line with our expectations for 2015.

We continue to expect full year revenue to increase 6.5% to 8.5% to a range of $1.30 billion to $1.33 billion, and implies 7% to 9% organic growth. Adjusted EBITDA is expected to increase 8.7% to 14.3% to a range of $195 million to $205 million and implies adjusted EBITDA margins of 15.0% to 15.4%.

As we've also spoken about before, we are in the process of evaluating actions that we continue this year as part of the clean up and reduction of our cost structure. These initiatives will set us up to deliver incremental margins in 2016 and beyond, but may also mean that we end up at the lower-end of the adjusted EBITDA guidance range for this year.

Adjusted EBITDA available for general capital purposes is expected to increase 10.3% to 20.4% to a range of $109 million to $119 million. Finally, we've applied for a voluntary delisting of our securities from the Toronto Stock Exchange and expect to delist from the TSX around November 11 of this year.

The low trading volume on the TSX over a sustained period, less than 1% of our average daily volume, no longer justifies the financial and administrative costs associated with maintaining a dual listing. With that, I'll turn the call back over to Scott for some closing remarks, and then we'll take your questions.

Thanks, David. In summary, we're winning a significant amount of new business and our agency partners are doing the best work in the industry.

The business is firing on all cylinders. We had a great quarter and we're having a great year.

Now, I'd like to open the floor to your questions. Kate, please remind our guests and how to ask a question.

I had three things. I think they really all come down to growth.

And I guess, first, maybe for David, you reaffirmed the organic growth outlook, is there embedded in that some adjustments for pass-throughs that you're expecting? You said 170 basis points year-to-date.

I just want to make sure if model-wise that that 7% to 9% is excluding that impact or after taking into account? And then I have two others.

The 7% to 9% is as reported. So we're trying to give you --

To be even higher, if we adjust it for the pass-throughs then.

That would be correct.

Do you have any sense as to what the pass-through impact is going to be for the full year? Is it going to come down from that 170 or is it going to be a little bit more in the fourth quarter, what we should be thinking about?

It's tough to be specific about it, because of the nature of those sort of events, which tend to be projects and could move between quarters. Surely, we expect some impact in 4Q, but I would hope it will not be as meaningful.

And then any color you can give on the organic growth of two of your particular initiatives that you've been focusing on, the media business and then just how your international operations are growing organically?

The underlying media business continues to have a solid double-digit growth and we continue to see good business momentum in the marketplace, and Scott alluded to in his prepared remarks. And we had a couple of really nice wins in the quarter with Audible, which is a division of Amazon; and Travelocity, which further solidifies our work with Expedia, and we work with a number of their brands at this point.

The underlying international business also continues to run at similar rates as it has in the prior quarters. As the new business wins have rolled on, it's allowed us to sustain that.

So we would expect that those numbers will continue for the time being, as we continue to have strong pipeline of new wins on a global basis.

And then just my last one. Do you have any sense as to industry-wide what the pace of creative reviews has been this year?

I've heard some talk that there maybe a little bit slower, just because some large clients are so focused on the media reviews that they are conducting and that there is just a little bit of bandwidth issue. And maybe you're seeing maybe a touch slower in terms of the pace of reviews industry-wide, and maybe that might pick up once the media reviews die down a little bit.

Just any sense that you could give on that, since you're so involved on the creative side?

That would have been my decision, based on the fact that so much of the focus all summer long was on those $1 billion-plus media programs that were up for review. But I look at our pipeline, it is as it's ever been.

And as I'd like to say, given our relative market share we love when accounts come up for review, because odds are they aren't our accounts.

First, I just had a question on organic revenue growth, and I guess specifically on Infiniti. Just wondering where you are in the process of onboarding that account?

And was the revenue recognition on the account fully ramped in the third quarter?

The account at this point is fully ramped up. Hopefully, you've seen a bunch of the work on air, this really positive air during the baseball playoffs and World Series.

So it's up and running. From a revenue recognition standpoint, for the most part we've been able to recognize revenue for the pieces of business that it impacted the first part of the year.

There may be nominal amounts still to come in 4Q, but not really needle movers at this point.

And then on the balance sheet, as you called out, some movement in liabilities. When you take the sum total of the deferred acquisition cost and the redeemable non-controlling interest, how do you expect that kind of total number to trend over the next year or two?

Well, that question or the answer to that question is reliant on our future acquisition activity. And if we bought no further companies, then those numbers would come down and come down very materially, as we fund those deferred payments, as we execute put/calls, that then trigger payments and reduce those numbers.

So as we talked about in prior quarters, 2016 and 2017 are key years in the completion of payments to a number of partner agencies that have gone through either initial acquisitions or step-up transactions. And we'll cleanup a significant amount of the deferred acquisition consideration and non-controlling interest numbers.

And just a final question on restructuring cost you mentioned, some cleanup restructuring cost, and you've split out restructuring in the release. Where there any, there like one-time type costs that were run through the P&L?

All the restructuring costs run through the P&L. So that's not something that we've pulled out, but we are trying to give color on the items that are impacting our numbers and our cost this year.

For example, severance cost is running significantly ahead of what we spent last year. And as you know, we're a people business, and so when we talk about restructuring and streamlining, it does mean some times cleaning up people or streamlining our staffing, which could lead to some time significant severance expense.

So that's part of what's following through. On a year-to-date basis, severance expense is up about $5 million.

And for a company our size, that's a lot of money. And so we've been fairly active in making some moves that will benefit us fairly significantly we think in 2016 and beyond.

A follow-up on the question on industry account reviews. I was hoping you might talk in a little bit more detail about the prospect for some small midsized accounts from some of the larger holding companies that aren't being serviced well.

So I guess it's a much low hanging fruit there for you guys. And then I have a follow-up.

We don't tend to categorize them that way. And we don't hear about these accounts until they put themselves up for review.

It's not like we have insight into the pipeline, we just know it's out there. And we work closely with a lot of consultants that help figure out which agency should pitch and we've got dozens of hot agencies that get picked often times to compete for these businesses.

I'd add to that though is one of the successes we've had over the last few years is building out a centralized new business development team with very senior marketers that can have high-level strategic conversations with CMOs about their business and their business problems. And there is a proactive effort, as well, to find companies that are maybe struggling in their industries against competition that could use a fresh look, or a different approach that are marketing where we think we can help them solve their business problems and deliver them the sort of growth and value creation that they're looking for.

And that's opened up a number of doors for us outside of normal course reviews. And we've talked a lot over the years about our success on that effort, but it's very real and it allows us to get more of our agencies into reviews if there's a review, or which is happening more often, winning business without reviews, which is always wonderful, because you save a lot of time and expense about around new business pitches when you can do that.

And Dave, you mentioned some cost you may incur in the fourth quarter, as you try to rationalize some other areas for 2016. Could you give us some range of the magnitude of the savings that we might expect in next year?

I'm going to say what I said last quarter, which is it's a little premature for us to go into the range of savings. We are in the tail end of our planning meetings, as Scott alluded to.

We have another week, week-and-a-half to go of meeting with agencies and then we go right into our budgeting meetings with our agencies and work on the budget overall for MDC. And what makes me a little hesitant to give a number is that, as part of our evaluation is we determine what growth initiatives we're going to fund and invest in.

And I want to make sure when we give you numbers, we give you numbers that are net of the investment initiatives we give, so it's very clear on what the overall upside is. But rest assured that we're trying and working very hard to set up 2016 for a substantial step up in margins at this company.

One for each of you. David, I think you mentioned that the operational efficiencies are largely focused on corporate and the changes in Canada.

Can I just clarify, it sounds like as you go through this process there maybe some work at the agency level as well, but I just wanted to make sure that? And then for, Scott, you mentioned that you're feeling increasingly good about the decision to join as the CEO.

As you've started meeting with all of the agencies and getting that budgeting process underway, what are the one or two things that you've learned that are different, hopefully good, but if it's on the negative side as well, I would be interested to hear?

To go with the first question, Dan, from a savings standpoint, surely we have a big opportunity at corporate and part of shuttering the Toronto corporate office is recognizing that. As you know our business and our headquarters has moved to the U.S.

a number of years ago. And while we have some very valuable employees that are based in Canada, that still work with us.

We have operating business in Canada and we can leverage real estate there in order to continue to facilitate that work and they will continue to be productive members of our team here. So that's definitely a part of it and overall corporate is a big focus of ours.

And not to make it seem overly heavy handed, because it's not, but around our overall conversations with the number of our agencies, there has emerged opportunity to streamline some cost structures as well, which has the benefit of allowing us then to invest in the proper growth initiatives at those agencies, so they can continue to be thriving growing businesses.

And Dan, as I've maybe gone two-thirds of the way through meeting with all of our partner agencies, there are couple of themes that I'd say are not only recurring, but almost universal in nature. And of them is the shifting landscape of creativity, what it means the word content keeps coming up a lot.

And increasingly, we are becoming content partners with our clients and that can take anything from the form of long form content on landing pages of websites that help move traffic around to Twitter feeds and Facebook pages and Instagram photos. And really partnering with our clients to fully understand the toned voice of the brand and help represent that brand out in this expanding landscape of the social media digital options the consumers used to take in commercial messaging.

And so that partnership transcends just traditional creative executions, the old television spot or the print ad, it takes on many new forms. And then the other, as I've said before, it's a people business and many of our agencies are expanding and they are asking for our help in sourcing talent.

And we have many, many needs across our network and we've centralized some of those functions here at headquarters to help keep track of the great talent in the industry identifying new talent, new sources of talent, new definitions, but what it means to be a talent in this industry, which is shifting in so many dramatic ways. And helping them source and acquire and then retain that talent.

It's Blake on for Peter. So as we're coming down here in the final stretch of 2015, we'd imagine most major spenders a good view into their first half 2016 spend.

Just maybe you can comment on the tone of you client conversations and just wondering, if you're sensing any caution for clients?

It's pretty mature to talk about 2016 and we'll comment on that as we deliver our yearend results in the New Year. But from a tone of client standpoint, we continue to believe that clients are looking to invest behind growth, that they're constructive around the consumer, and the opportunities to build their brand.

This question I guess is primarily for Scott. I think what we can see so far is that street probably really understands your experience on all sides of the marketing ecosystem.

And I think the wins that you continue to put up show that there is like real continuity in the management of the agencies, and I think client relationships, I think it looks like you're on pace to continue to execute, and you probably won't miss a beat as you haven't in years. But I think one of the things to me that's always differentiated MDC in the eyes of investors has been that unique proposition that you offer partners on a transaction side to kind of offer them a liquidity event, gain access to the holding company resources and let them still keep skin in the game?

I wonder as you've changed management at the top, how is the continuity on that side been? Has the way you kind of source those partnerships been continuous?

How is the pipeline look? How do you approach it differently than your predecessors, a predecessor might have, how do you kind of look at that side of the MDC equation as you've kind been sitting in there now for a while?

There is the transition has been seamless and we have not departed from the model in anyway shape or form that includes continuing to go deeper with the current network of existing partners and the sourcing of new potential acquisitions and the structures remain the same. We believe we have crafted the winning model in the space.

We believe that the best results when entrepreneurs are incented and aligned with us as a true partner and we've seen great success come out of that, so there is absolutely no plan to deviate. I said this early on, I've been on the Board of this company for 10 years, I feel no compulsion whatsoever to put a unique thumbprint on the company and change the things that are already working well.

I feel like I've done that behind the scenes for nearly a decade now. The people that crafted this model are sitting at this table.

People that are executing against this model are sitting at this table and it is business as usual in MDC.

I was curious about the American Airlines win. Certainly, it's a good one for you.

Is it now going to be one of your top 10 accounts? And because it's a global review, can you talk a little bit about what we would expect in terms of expansion, as you do these wins?

You've talked a lot historically about not really growing offices, sharing offices. If you could talk a little bit about that, that would be helpful?

It's inappropriate for us to comment on the size of individual accounts, so unfortunately I'm not going to be able to give much color on that front. From a execution standpoint, the footprint is pretty much in place.

Crispin Porter + Bogusky has expanded already into Europe, Asia and South America over the last few years. And I would expect that we'll be able to leverage their existing footprint in order to service this account.

But as we have said previously we have a far more efficient model for our global servicing of the business. And technology in particular has co-conspired with us, so that we don't have to drop feet on the ground in 50 markets to serve the global client.

We have spoke and hub structure that makes it highly efficient for us to service these global accounts.

I'll add one other point, and not to belabor, but again with that investment that we've made and with our ability to leverage the infrastructure in place, those are the things, as we win these incremental global opportunities that gives us the visibility on the ramp in our margins over the next few years, because as you recall, as we open these offices and build out these capabilities, it was an investment, it was a drag in our margin. And it was on the believe that to enable us to win accounts like this like Infiniti, like some of the brands from Diageo that we've talked about previously, and brands from Unilever, Adidas, I mean the list is getting larger and larger of the opportunities that we've been able to win on a global basis that leverage these investments.

And as the incremental revenue comes in, it comes in at higher incremental margin, because of the scaling into those offices.

Congratulations on American Airlines. When do you think it will be influencing the topline?

And then I have a question on costs?

It's certainly late in the year, so if there is anything this year, it's not going to be material. So it's really a 2016 opportunity for us.

And when do the pass-through sees to be a revenue headwind?

That's tough to say, because of the nature of those revenues they are largely project related, where we're acting as a principle to deliver the totality of an event or promotion. And it could bounce around quarter-to-quarter admittedly.

This has always been a little bit lumpy, but we haven't had a quarter as meaningful as this in terms of the divergence from the overall numbers and historically has tend to kind of even out over the course of the year, so it hasn't been something that we've highlighted as material. But the impact on this quarter was dramatic enough that we thought it was important that people had transparency on the issue.

And OG&A was a little high relative to my model. I assume a lot of that was due to the former CEO.

Was any of the Toronto expenses included there? And that $5 million of severance expense you discussed earlier how is that relative to a normal severance in the quarter?

The G&A numbers are impacted by a number of things. One is there is about $5 million of deferred acquisition consideration that flows through given the quarterly mark-to-market of that number.

The second is, is that all of the legal cost and special committee investigation cost, FTC related costs all are flowing that number as well. And as I indicated that was a net of $7.8 million.

So right there between those two, you already have $13 million. Severance would largely flow through there as well, depending on where it sits.

The incremental of $5 million, I mentioned is year-to-date. It's not specific to the quarter, though the quarter was up quite a bit year-over-year as well versus the quarter last year, and so all of those things would sit in that number, other drivers of the higher figure.

So excluding the deferred acquisition consideration, a lot of this kind of one-time in nature? And then the $5 million is probably more of an anomaly than anything else.

Is that how we should be thinking about it?

They are unusual items, given that we are unclear to the timing of resolution on the issues related to the SEC. I can't say, it's a one-time item, because it will recur in the fourth quarter in some form, tough to say the exact amount, and could continue for some time.

So we're little handcuffed on how we talk about that. We pulled that out, so it's clear that it's related to those issues and not related in the day-to-day business.

And so we highlight them for you. Severance is a part of our business.

You'll notice we do not pull out severance at one-time. We do not adjust it out in our numbers.

It's a part of the business. But some years, severance is higher than others.

We are making a focused effort to set ourselves up for significant margin expansion that is leading to elevated severance in 2015. And I would hope that in 2016, it will be a much lower number.

And with it, a lower cost structure on a run rate basis, because of the reductions that we've made that drove that severance. The deferred acquisition consideration, we've talked about this a lot over the last few years.

Hard to predict what is going to be quarter-to-quarter. We have to re-estimate the obligation every quarter based on the performance and outlook of the individual businesses that are in deferred acquisition consideration mode.

And that determines whether there is an expense or as was the case in this second quarter, because we reduced our expected payments for a couple of agencies, as they weren't achieving the model that warranted what we have previously estimated. And so that can bounce around quarter-to-quarter.

And in general, we should be thinking about the deferred acquisition cost being a little higher is kind of like a rich man's problem, and that longer term we'll get the benefit from a growing company kind of model?

That is truly how we view it here, because the economic is such is that the better a company does, yes, we might owe them more in deferred acquisition consideration, but that also drives higher returns to MDC and its shareholders, because the amount of the deferred acquisition considerations does not go up as much as the increased profitability of the individual agencies.

Just a couple of quick items. Scott, if you can come back to the M&A pipeline and maybe provide a little color on what it looks like, what valuations look like?

And are you thinking about setting any sort of M&A target, as we go forward in terms of contributions to the business?

We look at it opportunistically and we have an M&A team that scours the marketplace and sources opportunities and we've looked at a few, and we're continuing to dive deep. I know, as I've said before, there will be very close scrutiny on the first deal done under the new watch.

And so I have told the team, all it has to be as strategically perfect, that's the only criteria. But my predecessor had a phenomenal capacity and ability to understand just how far to push.

I'm going to be little less aggressive here, because we've said repeatedly that we want to delever the balance sheet, continue to pay the dividend, and we're going to support our current businesses. And then fourth, in no particular order, but fourth we're going to continue to do acquisitions.

But we're going to be very thoughtful about it. It's going to drive right through the core of our strategy of helping our CMO clients and do what they need to do and allocate their marketing dollars.

We're going to be looking specifically at creative shops, digital shops, media shops, analytic shops. I don't have any stated agenda to have the first deal be of one type or another.

We will see what the marketplace presents. And I think we've had a great track record of late of making great acquisitions, so I'm highly confident that the first time we pull the trigger on a deal, it will be evident to all of you exactly why we did it.

And just in case, it isn't, we'll make it crystal clear to you.

Second item, I don't want to beat this to death, David, but the pass-through color that you provided in terms of the impact on the quarter, in fact it was outsized in this period. How much thought are you giving to making that a regular part of the commentary, since it is part and parcel of the event business and similar businesses where even I have those pass-through revenues regardless?

That's fair Barry. The reality is if you look at the past few years, quarter-to-quarter you're talking basis points impact not percentage points.

And so it tends to be a lot of noise in most quarters and doesn't really tell you anything. So I think what we'll likely do just so that it's clean is that if it's material, one way or the other, we'll give transparency on it.

And if we're not highlighting it, it means that it didn't really matter in any meaningful way.

Few questions. David, can you outline what's in the $15.623 million of other net under other income?

Yes. Something else we've talked about, I think almost every quarter for the last several years, is it is a foreign exchange expense in this quarter that relates to an inter-company receivable between our Canadian entity and our U.S.

entity. It's a receivable to ourselves that we never have to settle.

It's a non-cash charge that flows through the P&L. When the Canadian dollar weakens, we have an expense.

When the Canadian dollar strengthens, we get income. Whether it's income or expense, it's not meaningful to us, because it's non-cash.

And all of the $15.6 million relates to that, David?

I'm sorry Gene, can you repeat that?

Did all of the $15.6 million relate to that?

The vast majority of it. There's a $200,000 of other things that are in there around investment income.

And sort of second area, David, you were really clear about why you were spending these incremental investments to create operational efficiencies, and I know you specifically mentioned the Canadian headquarters. Could you give us a sense of the dollars there and what are we paying, are these two lease obligations?

Just give us a sense of what's going on to close that operation down?

We are exiting a lease and there are lease termination costs around that. Well, it cost us some money this year.

The savings, it drives a very nice return for us overtime. And various severance expenses around staff that helped manage that office and support that office as well.

As you know, we've been in that office for a long time. And so some employees have been with the company for a long time, and so the severance sometimes can add up on that front as well.

So those are the key items that are related to exiting that office.

You haven't wanted to breakout the savings for next year, so you outlined it is a substantial step up in margins in 2016. But given your commentary earlier and you've broken out the $5 million of incremental severance expenses, is it fair for us to conclude in addition to that the aggregate amount of reinvestment to create that for this year would perhaps be in the $10 million to $20 million range overall?

Gene, I'm not going to opine on a number at this point. We have not given guidance for next year in anyway and it's premature to talk about specifics of that.

What I will say is, we've talked about a lot of different numbers and there's a lot of different numbers been disclosed. This severance number is one of them and the change is year-over-year.

The other is proxy statement last year around compensation for individuals that are no longer here. That can be reviewed as well.

And I think that someone could do some math and come up with a reasonable range. But recognize that, again, part of why we're holding off and talking about this number is we're looking at investment opportunities, where we can take some of those saving and invest behind further growth initiatives to drive further upside to our business.

So it will be a balance between the two. But you surely have a starting point that you can look at and make some broad assumption.

David, just to be clear, I wasn't talking about 2016 benefits. What I was really trying to do is, I know you spent $5 million on severance, are we talking -- and my sense is this number is immaterial in aggregate for these other costs.

If we were to say they are in excess of $5 million in aggregate would that be unreasonable. I'm talking 2015 cost, nothing about the 2016 benefits.

I understand. We're still not prepared to talk about the specifics of total there.

We're able to get transparency on the severance, which frankly there is still 4Q, so there will be more to go on that front in terms of moves that have been taken in October already. And so we'll surely update that at yearend.

We're a people business. So the majority of the cost impact is going to be around severance admittedly, but there are other items as well to get out of leases or other contracts that will provide us savings and we're just not prepared yet to talk about the totality of that.

Last way to try to get, you used the word operational efficiencies. Are we really talking primarily about people costs and facilities costs or what else did you have in mind when you use the word operational efficiencies?

That is the majority of it. We've always and continuously look for opportunities around leveraging technology, in order to drive efficiencies in our processes and we continue to do that.

We are delisting from the TSX, which is another area where we were getting very little benefit with less than 1% of our trading volume. And that alone between fees and soft costs, it's going to save us a $25,000.

So it was an easy decision to do something like that. And so we're really looking at all opportunities, where we have unproductive money being spent that we could either drive returns to shareholders with or turn into productive money being spent.

Thanks, Kate. In closing, it should be noted that more so than from almost any other industry, and as David just said, this is a people's business.

And the more time I spend with the members of the MDC family, the more excited I am about our prospects. And I am reminded everyday that MDC is the place where great talent lives.

So I want to thank you again for your time, and I look forward to speaking with you in the coming days and weeks. Good evening from New York City.